Upping the Ante
by Gridmaster
Summary: And so the angst begins....the starting point for two diverging series.


# Upping the Ante

"Max."  
Max turned to see Rachel beckoning to him. "Yeah?"  
"I haven't had a decent workout since my promotion. Are you up for a few rounds?" she asked.  
He shrugged, a grin spreading across his face. "Sure, why not?" What he didn't see was Rachel's carefully blank expression as she entered the training room behind him. When the door slid shut, she tapped in a code, locking the door and turning off all surveillance equipment in the room. _Now to keep from losing my nerve,_ she thought before turning back around.  
They took their positions on the mat and began. "You've been practicing," she commented, dodging a blow.  
"Have to. Don't want Cat to outshine me."  
Rachel aimed a low, sweeping kick at his legs, knocking him to the ground. "Your defense still needs work." Her hand darted out and flicked his jumpsuit zipper down to mid-chest.  
"What…?" He looked from the zipper up to Rachel's neutral green eyes.  
"Let's make this interesting, shall we? Call it a defense exercise. Every time one of us gets knocked down, we lose a little." She gestured at his zipper. "Think of it as an excuse to stay on your feet."  
Max pulled his legs in and sprang back to his feet. "Okay, I'm in." _She won't take it too far. This is _Rachel_, after all. Plus, she knows Berto monitors my bio-link._  
They circled again, Rachel feinting, Max dodging, striking, retreating. She felled him again with a well-timed blow to his chest. "Down again, Max," she commented, flicking the zipper open to his waist. "I'd almost think you weren't trying."_  
That does it. Gloves are _off_. _The first opening Max saw, he took, knocking Rachel to the mat. "My turn," he said, pulling her zipper to just under the band of her black halter bra. She stood, and he was distracted by a bead of sweat inching down her chest and disappearing under the black lycra. He found himself staring at the ceiling again.  
"You can't let yourself get distracted, Max. Not by _anything_." Rachel punctuated the last word by tugging his zipper the rest of the way down. The edge of her mouth quirked as she saw the plain tighty-whities he wore. _Better take your own advice, Leeds._  
He stood, trying to ignore his now-flapping jumpsuit. Finally, he broke through her defenses. "I'm catching up," he joked, tugging her zipper to her waist.  
They sparred for several more minutes before Rachel knocked him down again. To his surprise, she slid her hands inside the open jumpsuit, running her hands up his chest and over his shoulders, pushing the sleeves down his arms until his upper body was bare. _Nice,_ she thought, savoring the feel of his skin under her hands. "You might want to tie those around your waist," she suggested, gesturing to the flopping jumpsuit arms.  
A glint appeared in Max's eyes. Pulling on every defense lesson she'd ever taught him, he felled her three times in a row. The first fall, he took his time sliding her zipper to the end of its track, semi-surprised to see the black, high-cut panties underneath, his fingers brushing against the soft material. The second fall, he ran his hands over her firm stomach and down her arms, lingering around her navel, momentarily cupping her breasts before barely skimming her sides up to her shoulders. _What am I doing?_ he thought briefly before returning to the contest. The third fall, just barely won because his eyes kept straying to her chest, he leisurely removed her boots, taking his sweet time untying them, pulling the laces halfway out and sliding them off her feet.  
"_I'm_ one up," he said. "_Now_ who's not trying?"  
In answer, Rachel knocked him on his ass. "Ow," he mumbled as she knelt to remove his boots, sliding her knuckles across his arches, smiling as she remembered that he was ticklish.  
"Now we're even again." Rachel allowed herself a moment to admire his sweat-slicked chest as he rose to his feet. On his part, Max was getting up slowly, liking the way Rachel's chest rose and fell with her heavier breathing. _Don't get distracted, Steel,_ he thought. _She's carried it this far. She couldn't be planning…no._  
He faced her again, determined to win the contest. Intent on knocking her down, and hoping to catch another glimpse of her panties, he didn't notice the hole in his defenses. Rachel did.  
"Oomph!"  
Rachel straddled his knees. "Only one more item left for you after this, Max. You'd better start concentrating." She gripped the sides of his jumpsuit and whisked it down his legs. "Nice briefs."_  
Now is not the time to get self-conscious!_ Still, Max couldn't help but feel exposed as he faced Rachel again. _Funny, it doesn't seem all that cold in here,_ he thought, noticing the way her nipples seemed to strain against the confines of the black lycra. To make matters worse, that bra and enticing glimpse of panties was playing havoc with him, and she was bound to notice.  
She _had_ noticed, eyes straying to the telltale bulge in the front of his briefs, and was therefore distracted when Max attacked.  
"Mmh!" She took a second to catch her breath as Max knelt in front of her. His hands slid over her hips, brushing against the sides of her silky panties and smoothing down her long legs as he pushed her jumpsuit off. _She's going to call a stop now. Right? I mean, we're both in our skivvies. She won't take it further…will she?_ Max half-hoped she would.  
She took the offered hand-up and rose to her feet. They assumed fight positions and circled.  
This set took longer than the rest, partly because Max didn't want to lose his last scrap of dignity, and partly because Rachel wanted to prolong her moment of victory. It happened, though, and Max found himself flat on the mat again. "I told you your defense needed work," she chided him, curling her fingers around the elastic waist of his briefs. A quick tug, and they joined the jumpsuits outside the circle. Her eyes lingered on his exposed skin, the proud upthrust of his member. To his surprise, she straddled his waist and leaned down until her nose touched his. "I win. Now, to claim my prize." Her right hand slid down his left arm until she felt his wristband. A simple code and the disguise function was turned off in a crackle of static. Now it wasn't Max Steel between her thighs, but Josh McGrath. A tilt of her head, and her lips met his.  
Josh's eyes closed, then shot open. _This isn't happening,_ he thought, watching in amazement as Rachel sat up, crossed her arms in front of her, and pulled her bra over her head. Josh could only stare as she rose to her knees, hooked her thumbs in the sides of her panties and slid them off.  
She lowered herself down, still straddling his waist. Wordlessly, she slid back until she felt the tip of his member come in contact with her. _You can't stop now, Leeds. This is what you wanted._ Rachel locked her eyes on his and thrust back, taking him inside in one stroke.  
A gasp escaped as she felt him fill her. He felt so good, so right inside her. Her hands gripped his waist, her fingers tracing the definitions of his muscles. Josh groaned, his hands coming to grip her hips, kneading her firm buttocks, sliding up to cup her breasts, thumbs grazing the sensitive tips. She rocked back and forth, sliding along his member; he instinctively followed her movements, adding thrusts that wrung gasps from her. Rachel put her hands over his, pulling them away from her chest and linking her fingers with his. Her movements increased in tempo; her head fell back, lips parted as she gasped in time with the thrusts. She cried out, back arched, as her hands squeezed his and he felt the pressure of her coming surround him. His cry followed, as her release was his undoing.  
Chest heaving, she collapsed on him; he rolled slightly so they were on their sides. She pushed a damp lock of hair away from his eyes, green meeting brown. They stayed like that, cradled together, not speaking, for several moments. _That was…that was…_ Rachel thought. _Oh, God, what have I done?_ Silently, she stood up and started to dress.  
Josh followed suit, sending a silent prayer that Berto hadn't been watching. _What on earth just happened here? I'm not sure I'm complaining, but…_ Rachel reached over and took his arm. _Maybe she'll say something, explain…_ Instead, she just turned his disguise function back on.  
"Someone might wonder, if they looked at the hall tapes," she explained, looking back at Max Steel. Only now, she automatically saw brown eyes instead of blue. Rachel entered the code to unlock the room, turning the surveillance equipment back on.  
"So…I'll see you tomorrow," she said. _Please, just let me walk away._  
"How about tonight? For dinner?" he asked hopefully. _Please, don't let this be it._  
She half-smiled. "Tonight, then." She disappeared down the hallway.


End file.
